SUNNYVALE, Calif. — (BUSINESS WIRE) — November 16, 2015 —
PMC-Sierra, Inc. (PMC®) (NASDAQ:
PMCS), the semiconductor and software
solutions innovator transforming networks that connect, move and store
big data, today announced that PMC’s board of directors unanimously
determined, after receiving the advice of its financial advisors and
outside legal counsel, that the proposal received on November 9, 2015
from Microsemi Corporation (NASDAQ:
MSCC) to acquire all of the
outstanding shares of PMC common stock is not superior to PMC’s existing
agreement with Skyworks Solutions, Inc. (NASDAQ:
SWKS) in light of the
recent stock market volatility exacerbated by recent geopolitical
events. The Skyworks all cash proposal provides more value certainty to
PMC stockholders than the stock and cash consideration provided in the
Microsemi proposal.

Under the terms of the Microsemi proposal, PMC stockholders would
receive $9.04 in cash and 0.0771 of a share of Microsemi common stock
for each share of PMC common stock held at the close of the transaction.
Based on the closing stock price of Microsemi common stock on November
13, 2015, the Microsemi proposal was valued at $11.77 per share of PMC
common stock.

PMC had previously announced (on October 30, 2015) that it had entered
into an amended and restated merger agreement with Skyworks Solutions,
Inc. (NASDAQ:
SWKS) pursuant to which Skyworks would acquire all of the
outstanding shares of PMC common stock for $11.60 per share in an
all-cash transaction.

PMC’s board of directors continues to recommend the amended and restated
merger agreement with Skyworks to PMC stockholders. PMC’s board of
directors is not modifying or withdrawing its recommendation with
respect to the amended and restated merger agreement and the merger with
Skyworks, or proposing to do so, and is recommending against the
Microsemi proposal.

PMC (NASDAQ:
PMCS) is the semiconductor and software solutions innovator
transforming networks that connect, move and store big data. Building on
a track record of technology leadership, PMC is driving innovation
across storage, optical and mobile networks. PMC’s highly integrated
solutions increase performance and enable next-generation services to
accelerate the network transformation. For more information, visit
www.pmcs.com.
Follow PMC on
Facebook,
Twitter,
LinkedIn
and
RSS.

Additional Information and Where You Can Find It

PMC plans to file with the Securities and Exchange Commission (the
“SEC”) and mail to our stockholders a proxy statement in connection with
the proposed Skyworks transaction. Additionally, PMC may file other
relevant materials with the SEC in connection with the proposed Skyworks
transaction. The proxy statement and other relevant materials will
contain important information about PMC, Skyworks, the proposed
transaction, and related matters. Investors and security holders are
urged to read the proxy statement and the other relevant materials with
respect to the proposed merger with Skyworks carefully in their entirety
when they become available before making any voting or investment
decision with respect to the proposed merger with Skyworks because they
will contain important information about the proposed merger and the
parties to the merger.

This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer,
sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. If a
negotiated transaction between PMC and Microsemi is agreed, Microsemi
will prepare and file a registration statement and proposed Exchange
Offer documents related to the proposed transaction. PMC, and possibly
Microsemi, may also file other documents with the SEC regarding the
proposed transaction. PMC will file a Recommendation Statement on
Schedule 14D-9 with the SEC and expects to file amendments thereto. This
document is not a substitute for any prospectus, Schedule 14D-9 or any
other document which PMC or Microsemi may file with the SEC in
connection with the proposed transaction. If a negotiated transaction
between PMC and Microsemi is agreed, investors and security holders are
urged to read the Recommendation Statement on Schedule 14D-9 and the
other relevant materials with respect to the proposed transaction with
Microsemi carefully and in their entirety when they become available
before making any investment decision with respect to the proposed
transaction with Microsemi, because they will contain important
information about the proposed transaction with Microsemi.

Investors and security holders will be able to obtain free copies of the
proxy statement or the Recommendation Statement on Schedule 14D-9, as
applicable, and relevant other documents filed with the SEC by PMC,
Skyworks and/or Microsemi through the website maintained by the SEC at
www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of the proxy statement, Recommendation Statement on Schedule
14D-9 and the other relevant documents filed with the SEC by PMC from
PMC by contacting Joel Achramowicz at (408) 239-8630.